Organization, Good Standing and Qualifications. Each of the Company ---------------------------------------------- and its subsidiaries has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has full corporate power and authority to own or lease its properties and conduct its business as currently conducted, and is duly qualified as a foreign corporation and in good standing in all jurisdictions in which the character of the property owned or leased or the nature of the business transacted by it makes qualification necessary except where the failure to be so qualified would not have a material adverse effect on the business, properties, financial condition or results of operations of the Company and its subsidiaries, taken as a whole (a "MATERIAL ADVERSE EFFECT"). The outstanding shares of capital stock of each of its subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable, and are owned by the Company free and clear of all liens, encumbrances and equities and claims; and no options, warrants or other rights to purchase, agreements or other obligations to issue or other rights to convert any obligations into shares of capital stock or ownership interests in such subsidiaries are outstanding.
Organization, Good Standing and Qualifications. The Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. The Company is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified or to be in good standing is not, individually or in the aggregate, reasonably expected to have a Material Adverse Effect. A “Material Adverse Effect” means (i) the effect of any event or circumstance that, taken alone or in conjunction with any other events or circumstances, has or could reasonably be expected to have a material adverse effect on the business, operations, results of operations, properties, liabilities or condition (financial or otherwise) of the Company and its subsidiaries taken as a whole or (ii) the impairment of the Company’s ability to perform its obligations under the Transaction Documents (as defined below); provided, however, that (A) a material adverse change in (I) the global, United States or regional economy generally, (II) home fashion textile manufacturing, distribution or marketing conditions generally or (III) global or United States securities markets, (B) a change in applicable law or (C) a change caused by any announcement of any of the transactions contemplated by this Agreement, shall not, in and of itself, be deemed to have a Material Adverse Effect. The Company has all requisite corporate power and authority to own, operate, and lease its properties and carry on its businesses as now conducted in all material respects.
Organization, Good Standing and Qualifications. WGHI and MIOA are corporations duly organized, validly existing and in good standing under the laws of the state of incorporation for each incorporation, Each party has all the requisite corporate power and authority to own and operate its properties and assets, and to carry on its business, to execute and deliver this Agreement and to carry out the provisions of this Agreement. Both WGHI and MIOA are duly qualified to transact business and are in good standing in each jurisdiction in which the failure to so qualify would have a material and adverse effect on the business, properties, condition (financial or otherwise) or operations of each party to perform its obligations under this Agreement.
Organization, Good Standing and Qualifications. Each of the Corporation and its Subsidiaries is a corporation, partnership or limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to own or lease and operate its properties and to conduct its business as it is currently being conducted and is proposed to be conducted. Each of the Corporation and its Subsidiaries is duly licensed, authorized or qualified as a foreign corporation, partnership or limited liability company for the transaction of business and is in good standing under of laws of each other jurisdiction in which its ownership, lease or operation of property or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have a Material Adverse Effect. The Corporation is not in default under or in violation of any provision of its Certificate of Incorporation or its Bylaws.
Organization, Good Standing and Qualifications. The Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the country of India. The Buyer has all requisite power and authority to execute and deliver this Agreement and the agreements and instruments to be executed and delivered by Buyer pursuant to this Agreement (the “Buyer Agreements”), to purchase the Purchased Assets hereunder, and to carry out and perform its obligations under the terms of this Agreement and the Buyer Agreements.
Organization, Good Standing and Qualifications. Seller is an S Corporation pursuant to Section 1361, et seq., of the Internal Revenue Code ("Code") and is duly organized, validly existing, and in good standing under the laws of the State of Georgia, has all necessary corporate powers to own its properties and to carry on its Business as now owned and operated by it. SCHEDULE 6.1 lists any subsidiaries of Seller and all the shareholders of Seller and their respective interests.
Organization, Good Standing and Qualifications. Seller is a corporation duly organized, validly existing, and in good standing under the laws of New York, has all necessary corporate powers to own its properties and to carry on its business as now owned and operated by it, and is duly qualified to transact its business and is in good standing in all jurisdictions in which the nature of its business or of its properties makes such qualification necessary. SCHEDULE 6.1 lists all the shareholders of Seller and their respective interests.
Organization, Good Standing and Qualifications. Company is a corporation duly organized, validly existing, and in good standing under the laws of Florida has all necessary corporate powers to own its properties and to carry on its business as now owned and operated by it, and is duly qualified to transact interstate business and is in good standing in all jurisdictions in which the nature of its business or of its properties makes such qualification necessary. SCHEDULE 6.1 lists all the shareholders of Company and their respective interests.
Organization, Good Standing and Qualifications. Key is an S corporation pursuant to Section 1361, ET SEQ. of the Internal Revenue Code ("Code"), and duly organized, validly existing, and in good standing under the laws of the State of Indiana, has all necessary corporate powers to own its properties and to carry on its business as now owned and operated by it, and is duly qualified to transact business and is in good standing as a foreign corporation in which the failure to be so qualified would have a material adverse effect on Key. SCHEDULE 6.1 lists all the states that Key is so qualified to do business in.
Organization, Good Standing and Qualifications. It is a company duly formed and validly existing under the laws of its state of formation; it has requisite company power and authority to own or lease and operate its material properties and to carry on its businesses as now conducted in all material respects; and it is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to do so would have a material adverse effect on its ability to perform its obligations hereunder.
